NHSBSA Board Committees – Terms of
Reference
Remuneration Committee
(Last reviewed by Committee: August 2015)
1. Constitution
The NHS Business Services Authority (the Authority) hereby resolves to
establish a Committee to be known as the Remuneration Committee and
Terms of Service (the Committee). The Committee is a non-executive
committee of the Authority’s Board, which determines its membership and
Terms of Reference.
2. Membership
The Committee shall be appointed by the Board of the NHSBSA (the
Board) from amongst the non-Executive Directors of the Authority and
shall consist of not less than three members. The members will be the
Chair of the Authority plus 2 non-Executive Directors, one of whom should
be Chair of the Committee. The Committee shall be quorate providing
there are 2 members present. Details of the membership shall be given in
the Annual Report.
3. Attendance
The Chief Executive shall normally attend meetings and other Directors
may be invited, by the Chair of the Committee, to attend for specific items.
The Chief Executive nor any Director shall be present during discussions
in relation to their own remuneration, performance and terms of service.
The Committee is authorised by the Board to obtain reasonable external
legal or other independent professional advice and to secure the
attendance of others with the relevant experience and expertise if it
considers this necessary.
4. Frequency
The Committee shall normally meet at least twice per year with further
meetings called at the discretion of the Chair of the Committee. If all
members agree, urgent matters arising between formal meetings can be
dealt with by e-mail or telephone, with the outcomes of such exchanges
formally recorded in the minutes of the next full meeting.
5. Authority
The Committee has delegated authority from the Board to decide matters
which cannot, for reasons of confidentiality, be reported in detail to the full
Board meeting for ratification.
The Committee is a formal Committee of the Board and, subject to any
restrictions set out in relevant legislation, is authorised to determine any
matters within its terms of reference.
It will determine the remuneration and conditions of service of those very
senior managers currently paid under the terms of the NHS Very Senior
Manager Pay (VSMP) Framework and any other management posts with a
base salary in excess of £100,000 per annum. In doing so, the Committee
will have due regard to the terms of the VSM Pay Framework and any
associated DH and NHS guidance.
The Committee will annually review salaries in excess of £100k and any
recruitment and retention premia that take salaries over £100k to ensure
good governance. The Committee will also ensure that decisions made on
remuneration properly support the objectives of the Authority, represent
value for money, display financial responsibility and comply with statutory
and NHS requirements.
6. Duties
To exercise the authority delegated by the Board on the remuneration and
other contractual arrangements for the Chief Executive and Executive
Directors. This is to be undertaken with strict adherence to the provisions
of the NHS Very Senior Manager Pay Framework and/or other relevant
guidance issued by DH, ensuring that they are fairly motivated and
rewarded and their terms are reviewed and remain competitive and
appropriate.
The Chair of the Authority will monitor and evaluate the performance of the
Chief Executive and the Chief Executive will monitor and evaluate the
performance of individual Executive Directors.
The Remuneration
Committee will ensure these processes are carried out and review the
outcomes.
To use the authority delegated by the Board to set performance bonuses
for the Chief Executive and Directors, if appropriate and within guidelines
and/or requirements set by DH.
Take responsibility for identifying and nominating for the approval for the
Authority, candidates for appointment as Executive Directors.
To agree any additional responsibilities payments, in line with DH
guidance and/or requirements.
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To agree appropriate spot rate within the range once VSM job evaluation
process has identified appropriate pay range.
Seek prior approval via a business case from the DH Remuneration
Committee for:
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the salaries and appointment of the Chief Executive and Executive
Directors;
all posts that attract a salary of £142.5k and above;
all new VSM posts;
all new posts, VSM/Agenda for Change (AfC) (or equivalent) that
attract a salary over £100k (including Recruitment and Retention
Premia (RRP)/Additional Responsibilities Allowance (ARA), this
covers permanent, fixed term and interim appointments;
all requests for use of RRP for VSM posts up to 10% (if RRP
exceeds 10% the case will require both DH Remuneration Committee
and Chief Secretary to the Treasury approval);
RRP for AfC posts only if RRP takes the salary over £100k.
To oversee and advise the Board on termination and severance
arrangements in relation to the Chief Executive and Executive Directors,
ensuring such payments are appropriate, reflect best practice and take
account of both national guidance and Department of Health approval
requirements.
At the request of the Authority’s Board, to undertake succession planning
and any other appropriate duties to ensure that a stable, experienced and
viable team is in place at executive levels.
To ensure that appropriate details of Board Member’s remuneration and
other benefits are published in the Annual Report.
7. Reporting
The Committee shall report to the Board and minutes, unless deemed
confidential, shall be made available to the Board. In cases when the full
minutes cannot be made available for reasons of confidentiality, then a
summary of the Committee’s business shall be reported to the Board. The
Committee shall prepare and present a report of its activities, and a selfassessment of its effectiveness, to the Board annually.
8. Review
Terms of Reference will normally be reviewed annually, with
recommendations on changes submitted to the Committee for approval.
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Audit and Risk Management Committee
(Last reviewed by Committee: April 2015)
1. Constitution
The NHS Business Services Authority (the Authority) hereby establishes a
Committee to be known as the Audit and Risk Management Committee
(the Committee). It is constituted as a non-executive committee of the
Authority’s Board, which determines its Membership and Terms of
Reference. The Committee is authorised to investigate any activity within
these terms of reference, and can seek any information from employees of
the Authority, who must co-operate with any such request.
The
Committee is authorised to seek outside legal or other independent
professional advice and secure the attendance of outsiders with relevant
expertise if considered necessary.
2. Membership
The Committee shall consist of not less than 3 non-executive board
members. Two of these will be appointed by the Board. The third member
will be appointed by the Department of Health as Chair of the Committee.
At least one member shall have significant relevant financial experience.
The Authority’s Chair shall not be one of these directors, although he/she
may be invited to attend meetings where the issues discussed are relevant
to the whole Board or to the Chair directly. The Committee shall be
quorate providing there are two members present.
3. Attendance
The Director of Finance, appropriate Internal Audit service provider and
External Audit representatives shall normally attend meetings. However,
at least once a year, the Committee shall meet with the External Auditors
without any other person present. The Chief Executive and other
Executive Directors may be invited to attend on occasion, particularly
when the Committee is discussing significant matters relating to risks or
operations that are the responsibility of a particular director. The Chief
Executive shall be invited to attend the meeting that reviews and agrees
the Annual Governance Statement, to discuss the process for assurance
that supports the Statement, and the Annual Report and Accounts.
The Internal Auditors, and External Auditors, shall have confidential and
direct access, where required to members of the Committee on matters
arising from, or relevant to, the Committee.
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4. Frequency
Meetings shall be held as required and not less than four times in one
financial year. The Director of Finance, Internal Audit or External Auditor
may request a meeting if they consider that one is necessary.
5. Duties
The Committee shall undertake the following duties:
A
Governance, risk management and internal control
1.
Provide the Authority’s Board with an independent and objective
review of the adequacy and effectiveness of the Authority’s
Assurance Framework (the framework of governance, risks,
controls and related assurances). In particular it will review:
a.
b.
c.
d.
e.
d.
all risk and control related disclosure statements (in
particular the Annual Governance Statement) together with
the accompanying Internal Audit statement;
the underlying assurance process that governs the
management of principal risks and issues, and the
achievement of corporate objectives;
the appropriateness of policies and procedures for ensuring
compliance with law, guidance and codes of conduct, and
their effectiveness;
policies and procedures related to the detection and
prevention of fraud and physical security;
policies and procedures related to whistleblowing; and
policies and procedures related to cyber security.
2.
Advise the Chief Executive and Board, where appropriate, on
proposals for the appointment of either Internal or External Audit
services or on the purchase of non-audit services from contractors
who provide audit services.
3.
Consider other topics as requested by the Board
B
Internal audit
1.
Provide assurance to the Board that an effective internal audit
function is established at an appropriate fee that meets mandatory
UK Public Sector Internal Audit Standards and provides appropriate
independent assurance to the Audit Committee.
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2.
Review and approve the internal audit plan, and more detailed
programme and ensure co-ordination between the internal and
external auditors to optimise audit resources.
3.
Review the outcomes and recommendations of internal audit
reports, the status of the planned audits and monitor the agreed
management actions.
4.
Ensure that the Internal Audit function is adequately resourced and
has appropriate standing within the organisation.
C
External audit
1.
Discuss and provide input for the external audit planning report with
the External Auditors before the commencement of the audit and
where appropriate ensure co-ordination with other external auditors
in the health sector.
2.
Review External Audit reports, including annual audit letters and
management’s responses.
3.
The members will meet privately at least once a year with the
External Auditors.
D
Finance
1.
Review the Annual Report (including the Governance Statement)
and Financial Statements before submission to the Board,
challenging assumptions and judgements made during their
compilation, and focusing particularly on:
a.
b.
c.
d.
changes in, and compliance with, accounting policies and
practices;
unadjusted misstatements in the financial statements
major judgemental areas; and
significant adjustments resulting from the audit.
2.
Consider the context of any report involving the Authority issued by
the Public Accounts Committee or the Comptroller and Auditor
General and review management’s proposed response before
presentation to the Board for agreement.
3.
Review schedules of losses and compensation.
6. Reporting arrangements and mechanisms
The Committee meetings shall be formally recorded and the minutes
submitted to the Board.
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The Committee shall undertake an annual review of its own effectiveness.
The Committee shall submit an annual report of its work to the Board. The
timing of this report will coincide with the production of the Annual Report
and Accounts.
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